Endeavour Mining plc (EDV) Earnings Call Transcript & Summary

Ladies and gentlemen, welcome to the General Meeting of Endeavour Mining, plc. My name is Michael Beckett. I'm Chairman of the Board of Directors of Endeavour, and I will act as Chair of the meeting. This meeting is taking place as a combined physical and electronic general meeting in accordance with the company's articles of association. The decision to hold today's meeting by hybrid means is to ensure that all shareholders who would like to participate in the meeting can be accommodated. Our first and foremost priority continues to be the health and safety of our employees, shareholders and other stakeholders. Since the notice of this meeting has been given in accordance with the applicable laws, and there is quorum present, I declare this meeting to be properly constituted transaction of business. Before we move to the formal business of the meeting, we will address any questions pertaining to the business of the meeting that shareholders or their proxies may have. Company Secretary, Morgan Carroll, will help me to facilitate the Q&A process. Since there are no questions submitted ahead of the general meeting, we can immediately open the floor to questions from those in attendance. Are there any questions from the floor that pertain to the business of the meeting?

Mr. Chairman, it appears there are no questions at this time from the floor.

Thank you. As there are no further questions, we now move on to the formal business of this general meeting. The business of the meeting is to vote on special resolution and ordinary resolution set out in the notice of the meeting at Part III of the shareholder circular dated 11th of August 2021. This general meeting is for the shareholders as at the voting record time as defined in that shareholder circular. Any shareholders and proxies or corporate representatives of the shareholders [ can now put to vote ] at this general meeting. In order for the special resolution to be approved, it requires at least 75% of the votes cast to be in favor. In order for the ordinary resolution to be approved, it requires more than 50% of votes cast to be in favor. In accordance with the articles of association of Endeavour, the voting on the special resolution and the ordinary resolution will be on a way of poll. Let me ask our company secretary, Morgan, to explain how the poll will work. Morgan?

Thank you, Mr. Chairman. On a poll, each shareholder is entitled to vote -- to 1 vote for every ordinary share they held and represent. The poll will be administered by our registrars, Computershare. For those attending the general meeting via the electronic platform, please follow the instructions on that platform. If you need assistance, the user guide is available on Endeavour's website at www.endeavourmining.com. For those physically present at the general meeting, the procedures relating to the voting by poll and by corporate representative should have already been explained to you by the registrars on your arrival. But if anyone present has any further questions or requires assistance completing a poll card, please raise your hand and one of the registrars' attendants will be pleased to help. If you have previously completed form of proxy for this general meeting and do not wish to change your vote, then you do not need to complete a poll card. The poll count for this special resolution and ordinary resolution put to the general meeting today will be conducted by Computershare as registrars and will be combined with the votes measured electronically and the proxy votes already submitted. I now hand back to the Chairman to proceed with the vote.

Thank you, Morgan. Ladies and gentlemen, the notice of the general meeting, which is set out in Part III of the shareholder circular, was made available on our website on the 11th of August 2021 and dispatched to shareholders on the 11th of August 2021. I propose that the notice convening this general meeting be taken [ in red ]. The first resolution is a special resolution. The shareholder circular provides a full explanation of a special resolution and its effect on shareholders of Endeavour. As a special resolution is set out in full at the notice of the meeting at Part III of the shareholder circular, I will not read that here. However, in summary, the special resolution authorizes the Directors of the company to capitalize an amount of the company's merger reserve to pay up to an issue of new deferred shares of the company; secondly, and approves the subsequent cancellation of those New preferred shares. The second resolution is the ordinary resolution. Again, as the ordinary resolution is set out in full at the notice of the meeting at Part III of shareholder circular, I won't read that here. However, in summary, the ordinary resolution approves participants in the Company's Performance Share Plans being able to use the cash proceeds and redemption of their Performance Shares to subscribe to Tracker Shares in Endeavour Gold Corporation. Before we proceed to vote on the ordinary resolution, we must make a clerical amendment to the wording of the resolution. In the final line of the resolution, the references should be to Section B of Part I and not to Section B of Part II. The full text of the amended resolution should read as follows: that the company be authorized to offer selected participants in the company's Performance Share Plans to redeem their Performance Shares for cash, the opportunity to use the cash proceeds to subscribe for Tracker Shares in Endeavour Gold Corporation initially on a one-for-one basis, but subject to adjustments as described in the Articles of Association of Endeavour Gold Corporation and to issue such Tracker Shares in each case as described in Section B Part I of document of which this notice of meeting formed part. Are there any questions on this amendment to resolution?

There are no questions appearing in the online text platform, Michael, at this point.

Thank you. I now put the amendment to the resolution to a vote. I am voting all proxies that I hold as Chair of the meeting in favor of the amendment. I can thereby declare that the amendment has been duly passed. We shall now proceed to vote on the special resolution and on the amended ordinary resolution. I'm voting all proxies that I hold as Chair of the meeting in favor of the special resolution and the amended ordinary resolution. I can hereby declare that each of the resolutions has been duly passed. Ladies and gentlemen, this concludes the general meeting. The final voting results will be announced later today. On behalf of the Board and I, thank you for attending the meeting today.